Robeco Global Stars Equities Fund N.V.

Transcription

1 Robeco Global Stars Equities Fund N.V. (an investment company with variable capital incorporated under Dutch law established in Rotterdam A Shares: Robeco Global Stars Equities Fund B Shares: Robeco Global Stars Equities Fund - EUR G Prospectus 10 July 2017

2 This document is a translation of the original Dutch version. In case of discrepancies the Dutch text will prevail. Contents CONTENTS... 2 DEFINITIONS... 5 IMPORTANT INFORMATION... 7 GENERAL INFORMATION ABOUT THE INVESTMENT INSTITUTION... 9 LEGAL INFORMATION... 9 MANAGEMENT BOARD AND MANAGER... 9 THE SUPERVISORY BOARD CUSTODIAN UCITS AUDITOR ADDRESS DETAILS AFFILIATED ENTITIES AND AFFILIATED INVESTMENT INSTITUTIONS STRUCTURE OF THE ROBECO GROUP FUND AGENT TRANSFER AGENT RELATIONSHIP WITH ROBECO NEDERLAND B.V PROTECTION OF PERSONAL DATA CAPITAL, SHARES AND PRIORITY SHARES SHARE CLASSES ROBECO GLOBAL STARS EQUITIES FUND SHARE CLASS ROBECO GLOBAL STARS EQUITIES FUND EUR G SHARE CLASS REGISTERED SHARES K CERTIFICATES PRIORITY SHARES STOCK-EXCHANGE LISTING INVESTMENT POLICY INTRODUCTION INVESTMENT OBJECTIVE RESPONSIBLE INVESTING INVESTMENT RESTRICTIONS INVESTMENT UNIVERSE AND STOCK SELECTION INVESTMENT PORTFOLIO BENCHMARK CURRENCY POLICY DERIVATIVE INSTRUMENTS COLLATERAL SELECTION OF COUNTERPARTIES CASH POLICY TOTAL RISK INVESTING IN (AFFILIATED) INVESTMENT INSTITUTIONS AND AFFILIATED PARTIES LENDING OF FINANCIAL INSTRUMENTS VOTING POLICY PERFORMANCE July / 68

3 RISK FACTORS RISK PROFILE OF THE SHAREHOLDER RISKS ASSOCIATED WITH THE INVESTMENT INSTITUTION General investment risk Counterparty risk Risks attached to the use of derivative instruments Liquidity risk Valuation risk Risk of lending financial instruments Country risk Risk attached to emerging and less developed markets Risk of Russian and Eastern European markets Risk of investments in other investment institutions Risk of investing with borrowed money Tax risk Operational risk Outsourcing risk Model risk MANAGEMENT OF FINANCIAL RISKS MARKET RISK COUNTERPARTY RISK LIQUIDITY RISK ISSUANCE AND REPURCHASE OF SHARES COSTS OF ISSUANCE AND REPURCHASE OF SHARES SURCHARGE OR DEDUCTION CUT-OFF TIME LIMITATION OR SUSPENSION GUARANTEES FOR REPURCHASE AND REPAYMENT TIME OF DEPOSIT VALUATION AND DETERMINATION OF RESULT COSTS AND FEES TRANSACTION COSTS LENDING OF FINANCIAL INSTRUMENTS CUSTODY COSTS CUSTODIAN'S FEES COSTS OF TAXATION COSTS FOR THE FUND AGENT COSTS IN THE CASE OF INVESTMENT IN AFFILIATED INVESTMENT INSTITUTIONS COSTS IN THE CASE OF INVESTMENTS IN OTHER INVESTMENT INSTITUTIONS COSTS ASSOCIATED WITH INVESTMENTS IN FINANCIAL INSTRUMENTS THAT ARE FULLY OR PARTLY ISSUED BY AFFILIATED ENTITIES COSTS ASSOCIATED WITH INVESTMENTS IN FINANCIAL INSTRUMENTS THAT ARE NOT FULLY OR PARTLY ISSUED BY AFFILIATED ENTITIES COSTS IN THE CASE OF DIVIDEND PAYMENTS SHARE CLASS SPECIFICATIONS ROBECO GLOBAL STARS EQUITIES FUND SHARE CLASS Management fee Service fee Sum of the most important costs July / 68

4 Ongoing charges Payment of distribution fee ROBECO GLOBAL STARS EQUITIES FUND EUR G SHARE CLASS Management fee Service fee Sum of the most important costs Current expenses No payment of distribution fee DIVIDEND POLICY TAX FEATURES TAX ASPECTS OF THE INVESTMENT INSTITUTION Corporate-income tax Dividend tax on payments Dutch and foreign withholding tax on income TAX ASPECTS FOR DUTCH SHAREHOLDERS Income tax and corporate-income tax Corporate-income tax Dutch dividend tax FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA) / COMMON REPORTING STANDARD (CRS) REPORTS AND OTHER DATA REGULAR REPORTS DOCUMENTATION ABOUT THE INVESTMENT INSTITUTION GENERAL MEETING OF SHAREHOLDERS REMUNERATION POLICY AMENDMENT OF THE TERMS AND CONDITIONS LIQUIDATION LEGAL ACTIONS AND SETTLEMENTS COMPLAINTS ASSURANCE REPORT INTRODUCTION AND RESPONSIBILITIES SCOPE OUR OPINION REGISTRATION DOCUMENT OF ROBECO INSTITUTIONAL ASSET MANAGEMENT B.V APPENDIX I ARTICLES OF ASSOCIATION July / 68

5 Definitions In this Prospectus, the following capitalized words and abbreviations have the following meanings: Share A share in the capital of the Investment Institution, with the exception of the Priority Shares. The Shares are divided into A Shares and B Shares. Shareholder Share Class Affiliated Institution AFM Manager Investment Institution Benchmark Management Board Trading Day Custodian BGfo Financial Year Custodian CRS Cut-off Time EUR Euronext Amsterdam FATCA Fund Assets A holder of one or more Shares A series of Shares, specified in the Articles of Association with the letters A and B, the specific features of which are described in the Share Class Specifications An affiliated institution as referred to in the Articles of Association The Dutch Authority for the Financial Markets (Stiching Autoriteit Financiële Markten) Robeco Institutional Asset Management B.V., the manager of the Investment Institution within the meaning of Section 2: 69b of the Wft Robeco Global Stars Equities Fund N.V. The benchmark used by the Investment Institution The only director under the Articles of Association of the Investment Institution, i.e. Robeco Institutional Asset Management B.V. A Trading Day is a day 1) on which Euronext Amsterdam is open for business, 2) on which the issue or repurchase of Shares of an Investment Institution is not limited or suspended and 3) which has not been designated as a non-trading Day, taking account of the opening hours of the stock markets and regulated markets in which the Investment Institution invests. A list of non-trading Days is available on the website. A custodian as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht, Wft) and appointed periodically by the Manager Market Conduct Supervision (Financial Institutions) Decree (Besluit gedragstoezicht financiële ondernemingen Wft) The financial year of the Investment Institution as stated in the Articles of Association Citibank Europe Plc Common Reporting Standard Time (15:00h CET) before which orders must be received on a Trading Day by the Fund Agent in order to be accepted for trade on the following Trading Day Euro Euronext Amsterdam, Euronext NAV Trading Facility segment Foreign Account Tax Compliance Act All of the Investment Institution's assets less all of its liabilities 10 July / 68

6 Fund Agent Affiliated Party UCITS Intergovernmental Agreement Net Asset Value OECD Priority Priority Share Prospectus Registration Document RIAM Robeco Group Share Class Specifications Articles of Association Transaction Price ING Bank N.V. A natural or other person as defined in Section 1 of the BGfo An undertaking for collective investment in transferable securities as referred to in Section 1:1 of the Wft Treaty between the Netherlands and the United States to establish further rules in relation to the implementation of FATCA, if and insofar as the Netherlands and the United States have reached agreement on this The net asset value per Share belonging to a specific Share Class of the Investment Institution. Organisation for Economic Co-operation and Development The holder of Priority Shares, i.e. Robeco Holding B.V. A priority share with a nominal value of EUR 1 in the capital of the Investment Institution The Investment Institution s most recent Prospectus, including the Registration Document and all of the annexes The Manager s registration document as referred to in Section 4:48 of the Wft Robeco Institutional Asset Management B.V. The economic entity with Robeco Groep N.V. at its head in which legal entities and companies are organizationally affiliated The section of the Prospectus that contains specific characteristics of a Share Class The Articles of Association of the Investment Institution The price at which the Investment Institution repurchases or issues Shares. The Transaction Price is established per Share of a Share Class. Affiliated Institution Affiliated Entity Investment An investment institution that is affiliated with or managed by the Manager or another Affiliated Entity An entity that forms part of the Robeco Group Assets of the Share Class Terms and Conditions Website Wft All the asset components of a Share Class less all the liabilities of that Share Class The conditions that apply between the Investment Institution and the Shareholders, as included (inter alia) in the Prospectus and the Articles of Association The website of the Manager, The Dutch Financial Supervision Act [Wet op het financieel toezicht] Use of the singular form above may also mean the plural form and vice versa. 10 July / 68

7 Important information The Manager has prepared this Prospectus by virtue of Section 4:49 of the Wft and the decrees and regulations based upon it. This Prospectus provides information about the Investment Institution and the Shares. For every decision that the Manager takes in connection with the management of the Investment Institution, the Manager will consider whether the consequences thereof are unfair vis-à-vis the Shareholders, given the contents of the Prospectus and the Articles of Association and what the Shareholders may reasonably expect based on these documents and based on the applicable rules and regulations. Potential Shareholders should be aware that financial risks are involved in an investment in the Investment Institution. Before deciding to purchase Shares, investors are advised to read this Prospectus carefully and to fully acquaint themselves with its content. The Shares are offered on the basis of the information in this Prospectus only, in combination with insofar as the period of existence of the Investment Institution allows the Investment Institution s three most recently published annual reports and financial statements, together with any semiannual report issued after the most recently published annual report and financial statements. The information provided in this Prospectus is not investment advice. Where return figures are stated or future expectations are expressed in this Prospectus, it should be understood that the value of a Share can fluctuate and past performance is no guarantee of future results. With the exception of the Manager, no one is entitled to provide information or make statements that deviate from this Prospectus. A purchase carried out on the basis of information that deviates from this Prospectus takes place entirely at the investor s own risk. The issue and distribution of this Prospectus and the offering, sale and delivery of Shares may be subject to legal or other restrictions in certain jurisdictions outside the Netherlands. This Prospectus does not constitute an offer to sell or an invitation to make an offer to buy, in any jurisdiction where such an offer or invitation is not permitted by virtue of the laws and regulations applicable there. The Investment Institution requests everyone who receives a copy of this Prospectus to acquaint themselves and comply with such laws and regulations. The Manager, the Investment Institution, Robeco Groep N.V. and/or any Affiliated Entity accept no responsibility for violation of the aforementioned restrictions by any third party. The Shares are not registered under the Securities Act of 1933 ( Securities Act ) of the United States of America ( US ) and may not be offered, sold or delivered there unless such action takes place in accordance with regulation S of the Securities Act. In principle, the Investment Institution will not accept Shareholders who are domiciled in the US or who act for the account of or for the benefit of any person in the US. The Investment Institution is a financial institution as defined by both the Intergovernmental Agreement and FATCA. If required, the Investment Institution or its designated representative may request documentation for this purpose from Shareholders in order to be able to establish or re-establish their status under FATCA, the Intergovernmental Agreement or equivalent Dutch legislation. At the discretion of its management, the Investment Institution moreover may take measures in connection with the requirements of FATCA, the Intergovernmental Agreement or equivalent Dutch legislation in the interests of the Investment Institution and its Shareholders to exclude certain participants from the Investment Institution. This Prospectus is governed exclusively by Dutch law and replaces all previously published prospectuses of the Investment Institution. 10 July / 68

8 A Key Investor Information document has been drawn up for each Share Class of the Investment Institution with information about the product, the costs and the risks. Avoid unnecessary risk read the Key Investor Information. The Investment Institution expressly advises interested parties to consult their own tax advisor in order to obtain advice about the tax consequences associated with an investment in the Investment Institution. 10 July / 68

9 General information about the Investment Institution Legal information The Investment Institution is an investment company with variable capital as defined by Section 2:76a of the Dutch Civil Code. It was incorporated under Dutch law by notarial deed executed on 24 March 1933 before civil-law notary G. Nauta. The Investment Institution has its registered office in Rotterdam, and is registered in the Trade Register of the Rotterdam Chamber of Commerce under number As of 1 March 2017, the name of the Investment Institution has been changed from Robeco N.V. to Robeco Global Stars Equities Fund N.V. Management Board and Manager RIAM is the only director of the Investment Institution under the Articles of Association. The policymakers of RIAM are: G.O.J.M. Van Hassel K. van Baardwijk M.D. Donga P.J.J. Ferket; R. Toppen; V. Verberk and I. Ahrens. These people may also be members of the management boards of other institutions belonging to the Robeco Group. RIAM is also the manager of the Investment Institution within the meaning of Section 1:1 of the Wft. RIAM has been granted a license by the AFM to act as manager under the terms of Section 2:69b, with complementary services pursuant to Section 2:97, third paragraph of the Wft. The Investment Institution has entered into a Management Company Services agreement with RIAM whereby RIAM is appointed as Manager and the tasks delegated to RIAM include the following: (1) implementing the management of the Fund Assets in accordance with the investment policy, (2) performing the financial administration of the Investment Institution and (3) marketing and distributing the Investment Institution. Implementation of the management of the Fund Assets in accordance with the investment policy means the Manager may use (i) derivative instruments, and (ii) techniques and instruments for efficient portfolio management. The Manager receives a management fee for its activities as manager of the Investment Institution. For the amount and method of calculation of the management fee, please refer to the section entitled Costs and fees. The Manager executes transactions in derivative financial instruments on behalf of the Investment Institution. The Manager has obtained a license from the Netherlands Authority for the Financial Markets ('AFM'). The Manager is a company incorporated under Dutch law. The result realized on transactions in derivative financial instruments (whether positive or negative) is exclusively for the account of the Investment Institution (including costs) and will be further specified in the financial statements of the Investment Institution. In the event of a possible conflict of interests concerning the services, the Manager will inform the compliance officer of this in writing. Regardless of the above, the Manager shall have the freedom to act as a manager for any other person or persons considered to be suitable, and nothing in this document shall bar the Manager from concluding or entering into financial, banking, commercial, advisory or other transactions (including but not limited to transactions in derivative financial instruments) or for the account of others as permitted by applicable laws and regulations. 10 July / 68

10 The Investment Institution has charged the Manager in an agreement with the conclusion of lending transactions for the account of the Investment Institution at market rates. For the amount and method of calculation of this fee, please refer to the section on Costs and fees. Further information on the financial results of these activities is included in the financial statements of the Investment Institution. The Manager does not affect transactions for its own account; it does act as an agent for securities lending transactions on behalf of other clients. The Manager takes all reasonable measures to avoid any conflicts of interest that may arise from the fact that the Manager acts for various clients, and to minimize any impact of this on the results of the Investment Institution as far as possible. RIAM is also director and manager under the Articles of Association of other investment institutions of the Robeco Group. For a current summary of these investment institutions and information about them, please refer to the Website. The AFM has reviewed this Prospectus. The Prospectus meets the provisions of Section 118, paragraph 1 and Appendix I to the BGfo. The Supervisory Board A Supervisory Board of RIAM was appointed in May 2016 to supervise RIAM and the investment institutions managed by RIAM. The Supervisory Board comprises J. Kremers, G. Ismail, M. Kawano and J. Nooitgedagt. Custodian Citibank Europe Plc, operating from its Dutch branch office, has been appointed Custodian of the Fund within the meaning of Section 4:62m, Subsection 1 of the Wft. The Custodian is responsible for supervising the Fund insofar as required under and in accordance with the applicable legislation. The Custodian and the Dutch branch office of Citibank Europe Plc have entered into an agreement concerning Custody (the Custody Agreement). A copy of this agreement may be requested from the Manager free of charge. The Custodian holds the assets of the Investment Institution in custody. The Custodian confirms that these assets have been acquired by the Investment Institution and that is recorded in the accounts. The Custodian has appointed Citibank N.A. London branch to carry out this custodial duty. Up-to-date information concerning the outsourcing will be provided at the request of Shareholders. Key tasks In terms of managing the investments of the Investment Institution, the main tasks of the Custodian will be as follows: (i) (ii) (iii) (iv) (v) (vi) establishing that the execution of the issue, purchase, repayment and withdrawal of Shares complies with the Prospectus, the Articles of Association and the applicable laws and regulations; checking whether the net asset value of the Investment Institution is determined in accordance with the Prospectus, the Articles of Association and the applicable laws and regulations: checking that the Investment Institution's revenues are appropriated in accordance with applicable laws and regulations, the Prospectus and the Articles of Association; and checking whether payment for transactions related to the assets of the Investment Institution are made within the usual period; executing the instructions of the Manager, unless these are in conflict with the Prospectus, the Articles of Association or applicable laws and regulations; and the Custodian ensures that the cash flow from the UCITS is appropriately checked, and ensures in particular that all payments made by or on behalf of investors subscribing to the Investment Institution's shares are received and that any cash from the Investment Institution is booked to cash accounts that meet the requirements specified in this connection by the BGfo. 10 July / 68

11 Dismissal of the Custodian The Custodian can be dismissed by the Manager, or resign, on certain grounds and under certain conditions as stated in the Custodial Agreement. If the Custodian is dismissed or resigns, the Manager shall appoint a successor to the Custodian, taking account of the applicable legislation. Custodian's liability The Custodian is liable in the event of a loss of a financial instrument taken into custody unless the loss is the result of an external event over which it in all reasonableness had no control and of which the consequences were unavoidable despite all efforts to prevent this. The Custodian is also liable for other losses as a consequence of non-fulfillment of its obligations due to intent or negligence. Custodian s background The registered office of Citibank Europe PLC is in Ireland, where it is registered with the Companies Registration Office in Ireland under number , and possesses a banking license for that country. The Custodian performs its tasks from its Dutch branch office, located at 257, Schiphol Boulevard, 1118 BH, Schiphol, the Netherlands. The Custodian is regulated in Ireland by the Central Bank of Ireland. The reference number is C26553, and in the context of liquidity and integrity in Netherlands. The Custodian is a wholly owned subsidiary of Citibank Holdings Ireland Ltd and is part of the Citigroup Inc. Please visit the Website for a diagram. UCITS The Investment Institution is a UCITS. Restrictions to the investment policy of UCITS are in place to help protect investors. The key restrictions mean, in short, that the aim of a UCITS is only to invest in financial instruments or other liquid financial assets while applying the principle of risk diversification. Based on the UCITS Directive, UCITS shares or units may be sold with few restrictions in other European Union member states, as well as in states that, though not EU members, are signatories to the European Economic Area. Auditor KPMG Accountants N.V. has been appointed auditor of the Investment Institution. Address details Investment Institution Manager Custodian Auditor Robeco Global Stars Equities Robeco Institutional Asset Citibank Europe Plc KPMG Accountants N.V. Fund N.V. Management B.V. Weena 850 Weena 850 Schiphol Boulevard 257 Laan van Langerhuize DA Rotterdam 3014 DA Rotterdam 1118 BH, Schiphol NL-1186 DS Amstelveen Postbus 973 Postbus 973 Postbus AZ Rotterdam The Netherlands 3000 AZ Rotterdam The Netherlands 1186 DA Amstelveen The Netherlands Telephone: Telephone +31 (0) Telephone: Telephone: Affiliated Entities and Affiliated Investment Institutions The Manager and the Investment Institution are affiliated with Affiliated Entities or other investment institutions that are managed by Affiliated Entities. ORIX Corporation holds 100% of the shares in Robeco Groep N.V. The management structure of Robeco Groep N.V., in which significant authority is assigned to its supervisory board, is such that ORIX Corporation does not have a meaningful say in or significant influence on the business policy of the Investment Institution. 10 July / 68

12 In addition to services of other market parties, the Investment Institution and the Manager may use the services of Affiliated Entities or Affiliated Parties. The services or transactions that will or may be performed by or with Affiliated Entities or Affiliated Parties may include: treasury management, derivatives transactions, custody of financial instruments, lending of financial instruments, issuance and repurchase of Shares, credit extension, the purchase and sale of financial instruments on regulated markets or through multilateral trading facilities. All these services and transactions are executed at market rates. With the exception of transactions in rights of participation in Affiliated Investment Institutions that are only available to professional investors within the meaning of Section 1:1 of the Wft or unlisted rights of participation in other Affiliated Investment Institutions, the Manager does not expect to execute any transactions with Affiliated Entities, Affiliated Investment Institutions or Affiliated Parties in financial instruments outside regulated markets or multilateral trading facilities. Insofar as such transactions do take place at any time, prices will always be based on an independent valuation. Structure of the Robeco Group The chart below shows the position of the relevant entities referred to in the Prospectus and the relevant shareholding relationships between them within the Robeco Group. Fund Agent The Manager has concluded a fund agency agreement with ING Bank N.V. on behalf of the Investment Institution by virtue of which ING Bank N.V. will act as an agent on the stock exchange and be responsible for evaluating and accepting the sale and purchase orders entered in the securities order book in accordance with the conditions set out in this Prospectus. This agreement is available for inspection by Shareholders at the Manager s offices. 10 July / 68

13 Transfer Agent The Investment Institution and ABN Amro Bank N.V. have entered into an agreement whereby ABN Amro Bank N.V. is appointed as the Investment Institution s transfer agent. In its capacity as transfer agent, ABN Amro Bank N.V. functions as both the exchange agent and the principal paying agent of the Investment Institution. Relationship with Robeco Nederland B.V. The Investment Institution and RIAM do not employ personnel. RIAM has entered into an agreement with Robeco Nederland B.V., the central service entity within the Robeco Group, with respect to the provision of, among other things, personnel by Robeco Nederland B.V. Protection of Personal Data The Manager and the transfer agent may collect and store personal data of a Participant in connection with the management of the commercial relationship, processing of orders, and compliance with applicable laws and regulations, including anti-money laundering and fiscal reporting obligations. The processing of personal data by the above-mentioned entities can imply the transfer to and processing of personal data by affiliated persons or entities that are established in countries outside of the European Union. In this case, a level of protection comparable to that offered by EU laws will be aimed for. Shareholders should be aware that personal data can be disclosed to service providers or, if obliged by law, to foreign regulators and/or tax authorities. 10 July / 68

14 Capital, Shares and Priority Shares The Investment Institution's authorized capital is described in more details in the Articles of Association. Share Classes The ordinary Shares of the Investment Institution are divided into two series designated with the letters A and B, whereby each series is known as a Share Class. A Share Class as referred to above invests according to the investment policy as described in the section entitled Investment Policy. A Share Class as such is not a legal entity and the Share Classes do not constitute segregated assets. However, the price of each Share Class is formed separately due to the difference in the cost and fee structure. For specific information about each Share Class, see the relevant Share Class Specifications. The Management Board reserves the right, with due observance of the provisions in the Articles of Association, to open, as it deems desirable, a new Share Class in addition to existing Share Class(es). Information about the opening and closing of Share Classes will be published on the Website. Robeco Global Stars Equities Fund Share Class: This Share Class is referred to in the Articles of Association with the letter A. The cost and fee structure of this Share Class includes a distribution fee that is paid to distributors for the provision of investment services to Shareholders. The management fee for this Share Class is therefore higher than the management fee for the Robeco Global Stars Equities Fund EUR G Share Class. Robeco Global Stars Equities Fund EUR G Share Class: This Share Class is referred to in the Articles of Association with the letter B. The cost and fee structure of this Share Class does not include any distribution fee paid to distributors for the provision of investment services to Shareholders. The management fee for this Share Class is therefore lower than the management fee for the Robeco Global Stars Equities Fund Share Class. Registered shares The Shares are in registered form and the Management Board maintains a Register of Shareholders that lists the holders of the registered shares in both the Robeco Global Stars Equities Fund Share Class and the Robeco Global Stars Equities Fund EUR G Share Class. Necigef (Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., [Netherlands Central Institute for Securities Giro Transactions]) operating under the trade name of Euroclear Nederland will - upon delivery by an Affiliated Institution - be registered as holder of Shares in the Register of Shareholders. Under the Securities (Bank Giro Transactions) Act [Wet giraal effectenverkeer], rights of a Shareholder with respect to book-entry Shares take the form of a joint right of ownership (share) in a collective deposit. An affiliated institution holds a collective deposit at Euroclear Nederland. Records of the rights of ownership are kept by the affiliated institution in the Shareholder s account held at the relevant affiliated institution. In accordance with the stipulations of Section 26 of the Securities Act (Bank Giro Transactions) it was decided to cease issuing book-entry securities as of 26 September July / 68

15 Designation Articles Association A B of Share class Share type ISIN Robeco Global Stars Equities Fund Robeco Global Stars Equities Fund - EUR G Bearer Bearer NL NL K certificates In the past, the Investment Institution issued Shares in the form of K certificates to bearer. These K certificates belong to the Robeco Global Stars Equities Fund Share Class. As a result of an amendment to the Articles of Association dated 12 August 2010, holders of K certificates may only exercise the rights attached to the Robeco Global Stars Equities Fund Share Class after issuance of the certificate. To this end, the K certificates must be delivered first to an Affiliated Institution to be placed in a collective depository. After delivery of the K certificates to the Affiliated Institution, the Affiliated Institution will be registered as holder of Shares in the register of shareholders. Subsequently, the Affiliated Institution will deliver the K certificates to Euroclear Nederland for inclusion in the book-entry depository. The Affiliated Institution will then be removed as holder of Shares from the register of shareholders, and Euroclear Nederland will be registered as holder of Shares in the register of shareholders. The principal entitlements are the right to dividend and the right to vote. If holders of K certificates do not register their certificates, their right to dividend paid over a financial year will superannuate five years after the payment date for the dividend concerned. The certificate will remain in existence, but it will no longer be possible to exercise voting rights. The certificate will, however, retain its value. Priority Shares The Priority Shares are held by the Priority Shareholder. Special rights are associated with the Priority Shares. These rights are: (1) to draw up a binding recommendation for the appointment of managers under the Articles of Association, (2) to determine the remuneration and the terms of employment of each manager under the Articles of Association with due observance of remuneration policy confirmed by the General Meeting of Shareholders, (3) to make proposals to amend the Articles of Association and dissolve the Investment Institution, and (4) to designate one or more persons as representatives of the Investment Institution in the event of a conflict of interest between the Investment Institution and the Management Board. Stock-exchange listing Both the Robeco Global Stars Equities Fund and the Robeco Global Stars Equities Fund EUR G Share Classes are admitted for trade on Euronext Amsterdam, in the segment Euronext NAV Trading Service. In addition, the Robeco Global Stars Equities Fund Share Class is admitted for trade in Berlin, Düsseldorf, Frankfurt, Hamburg, Luxembourg, Munich, Vienna and Zurich. 10 July / 68

16 Investment policy Introduction The Investment Institution is an equity fund investing worldwide that has existed since The Investment Institution is thus the oldest still-existing investment company in the Netherlands. The investment policy focuses on the selection of companies with the greatest growth potential. Investment objective The Investment Institution has the objective of offering asset growth in the long term by investing in a concentrated portfolio of global company shares. Responsible investing The Manager advocates sustainable investing. This means that the Investment Institution invests responsibly, taking into account environmental, social and governance perspectives. You can find more information on this on Investment restrictions The Investment Institution invests mainly in equities of large and well-known companies. As a UCIT, the Investment Institution is bound by investment restrictions. The principal investment restrictions that apply to a UCIT can be found in the UCITS directive 2009/65/EG and for Dutch UCITS as included in the Wft Decree on the Market Conduct Supervision of Financial Enterprises (Besluit Gedragstoezicht financiële ondernemingen). The provisions of this Decree that are valid on the prospectus date are given in Appendix I. Investment universe and stock selection Most of the investments are in liquid shares of companies listed on stock exchanges around the world, mainly in North America and developed countries in Europe, Oceania and Southeast Asia. In addition, there may be limited investments in liquid shares in companies in emerging markets. Stock selection focuses on the shares of medium and large companies with the greatest growth potential. Shares are selected on the basis of their earnings prospects and their undervaluation relative to the net asset value. Investors in the Investment Institution acquire a concentrated global equity portfolio in one stroke. Investment portfolio An overview of the investment portfolio and various divisions on the basis of this portfolio (such as country and sector diversification over the last three financial years) is given in the Investment Institution s annual reports and financial statements. Benchmark This fund does not use a benchmark for its investment policy. The MSCI World Index is used as a reference for comparison of the fund's performance. Currency policy An active currency policy is pursued with the euro as base currency. The Investment Institution may use forward exchange transactions to adjust the currency weights. The management of currency risk is part of the Investment Institution s total 10 July / 68

17 risk management. The currency policy pursued will be accounted for in the annual report and the financial statements of the Investment Institution. Derivative instruments Under the conditions and within the limits of (i) the applicable laws and regulations and (ii) the Investment Policy and associated investment restrictions (as listed in Appendix I), the Investment Institution may use derivative financial instruments (such as options, futures and swaps) for efficient portfolio management, for hedging currency and market risks and for investment objectives. The transactions in relation to derivative financial instruments and the collateral exchanged in connection with these transactions are subject to the ISDA Master Agreement 1992 or 2002 and the Credit Support Annex in the schedule of the ISDA Master Agreement respectively. The International Swaps and Derivatives Association ("ISDA') has prepared the standard documentation for these transactions. In order to gain rapid exposure to the market in the event of a net cash inflow, the Investment Institution may invest in derivative financial instruments with a financial index as their underlying security. Since these investments are not designed to replicate the financial index in question, a reweighting of the index will (probably) not mean that the Investment Institution has to bring the portfolio into line with the reweighted index, and this will therefore not entail additional costs for the Investment Institution. In the event of extreme market conditions, and within the limits of the investment policy and applicable investment restrictions, the Investment Institution may use total return swaps, either to an index or to a customized composition of equities, to temporarily take exposure to the market when other instruments are inadequate. In addition, total return equity swaps can be used as an alternative for securities lending for efficient portfolio management and as a means of generating extra income. The Investment Institution may conclude total return equity swaps up to a maximum value of 100% of the investment portfolio. The expectation is that the average portion of the portfolio that makes use of these swaps on an annual basis shall be very limited (<5%). Collateral The Investment Institution may request counterparties to provide collateral on a daily basis to cover the exposure to the counterparties in question arising from derivative financial instruments. The collateral received by the Investment Institution must meet the requirements of the applicable laws and regulations, in particular with regard to liquidity, valuation, creditworthiness of the issuer, correlation and diversification. Non-monetary collateral received by the Investment Institution for these transactions shall not be sold, reinvested or pledged. The collateral received in connection with these transactions must meet the criteria as defined in relevant legislation and regulations. Eligible collateral includes: (i) bonds issued or guaranteed by an EU Member State, a state that is a member of the OECD, local authorities thereof or by supranational institutions and organizations with a community, regional or international character, in any case with a rating of no less than 'BBB and a term to maturity between one and thirty years; (ii) investment-grade corporate bonds issued by a company in an EU Member State or a member state of the OECD and a term to maturity between one and thirty years; 10 July / 68

18 (iii) shares or units issued by money-market UCITS which calculate their net asset value daily and are rated at AAA or equivalent; (iv) (v) shares or units issued by UCITS that invest chiefly in bonds or equities stated under (v) and (vi) below; equities included in an index listed on a stock exchange in an EU Member State or a member state of the OECD; (vi) equities admitted to trading or which will be traded on a regulated market of an EU Member State or on a stock exchange in a member state of the OECD, on condition that these equities are included in an index; or (vii) (viii) cash; The collateral may not consist of financial instruments issued by the counterparty or one of its legal entities. The collateral may not be strongly correlated with the counterparty's performance. Currently the Investment Institution only requests collateral in the form of cash (EUR or USD) to hedge exposure to a counterparty as a result of derivative financial instruments. No haircut is applied to cash. The term haircut means that the value of collateral provided in cash would be assigned a lower value than the face value. Cash provided as collateral may be reinvested. The Investment Institution may reinvest cash it receives in connection with these transactions in a way that corresponds with the Investment Institution s investment objectives in (a) shares issued by money-market UCITS, as defined in the applicable laws and regulations, that calculate a net asset value on a daily basis and have a rating of 'AAA' or similar; (b) short-term bank deposits at a credit institution established in an EU Member State or, if its registered office is located in a third country, is subject to prudential regulations that the AFM considers to be equivalent to the regulations of EC legislation; and (c) high-rated bonds issued or guaranteed by an EU Member State, Switzerland, Canada, Japan or the United States, or by the local authorities or supranational institutions and institutions with EU-wide, regional or global scope. None of these actions may in any event lead to the Investment Institution deviating from its investment policy and restrictions. Regarding transactions in derivative financial instruments, the Manager is responsible for the administration of the transactions and the collateral, the valuation of the transactions and the collateral at the market price and the substitution of the collateral. The transactions and the collateral are measured at the market price on a daily basis. Selection of counterparties In terms of counterparty risk, procedures have been established relating to the selection of counterparties. Details on these are set out in the section entitled 'Management of Financial Risks'. Cash policy The Investment Institution may hold a limited position in cash, for example, to provide for inflow and outflow of capital. As a debtor, the Investment Institution may enter into temporary loans to a maximum of 10% of the Fund Assets. 10 July / 68

19 Total risk Since the Investment Institution may use derivative instruments and may enter into temporary loan agreements, on which basis borrowed money can be invested, leveraged financing may arise. The total risk to the Investment Institution, measured on the basis of obligations incurred (Commitment Method), is set to a maximum of 210% (as a ratio between the exposure of the Investment Institution and the Fund Assets). This is a maximum level, intended for exceptional circumstances. In the absence of leveraged financing, the percentage will be 100%. An overview of the actual levels of leveraged financing will be given in the annual financial statements. Investing in (affiliated) investment institutions and Affiliated Parties The Investment Institution may invest up to 10% of the assets under management in Affiliated Investment Institutions and other investment institutions. Subject to statutory limitations, the Investment Institution may invest in financial instruments which are wholly or jointly issued by Affiliated Parties. If this is the case, the matter will be reported in the financial statements of the Investment Institution in accordance with the relevant transparency regulations. Investments in Affiliated Investment Institutions are made subject to the conditions as included in the relevant fund documentation of the Affiliated Investment Institution concerned. Lending of financial instruments To increase the total investment result of its investment portfolio, the Investment Institution may lend financial instruments from the investment portfolio to other financial institutions (securities lending). The Investment Institution enters into such lending transactions almost exclusively on the basis of standard contracts developed by the International Securities Lending Association ( ISLA ). The Investment Institution may conclude securities lending transactions up to a maximum value of 100% of the investment portfolio, irrespective of the type of investment. The expectation is that the average portion of the portfolio lent out annually shall be limited (<20%). The Investment Institution will ensure that the risks arising from these securities-lending transactions (exposures including counterparty risk) will be limited as much as possible by setting strict requirements for the creditworthiness of the financial institution with which lending transactions are concluded and by obtaining collateral as is normal market practice. The collateral received by the Investment Institution must meet the requirements of the applicable laws and regulations, in particular with regard to liquidity, valuation, creditworthiness of the issuer, correlation and diversification. The collateral obtained in connection with the lending of financial instruments must meet criteria i-viii, as described in the paragraph entitled 'Collateral'. Any cash received by the Investment Institution as collateral will not be reinvested. For transactions involving securities lending (including total return swaps), the standard practice is that collateral is received by a tri-party agent, and in specific cases (e.g. government bonds) bilateral collateral may also be received. In case of received bilateral collateral, which mainly applies to total return swaps, the collateral is administered, monitored and valued by the Manager.. Received bilateral collateral will be held in custody in a separate account of the Custodian. If collateral is received by a tri-party agent, the ownership of the collateral is transferred to and held in custody for the Investment Institution in a tri-party account by the Custodian in accordance with applicable laws and the Custodian's obligations under the Custody Agreement. Collateral is valued by the tri-party agent that acts as intermediary between the two parties in a securities lending transaction. In this case, the tri-party agent is responsible for the administration of the collateral, the valuation at market price and the substitution of the collateral. The securities lent and the collateral are valued at market prices on a daily basis in a similar manner and frequency as the shares of the Investment Institution and are monitored by the Manager. The amount of collateral received by the Investment Institution from its counterparties depends on the type of securities being lent and the type of collateral received (equities or bonds), the type of issuer (government or corporate) and the 10 July / 68

20 correlation between the securities lent and the collateral received. In normal circumstances, the collateral received as security for the lending of securities must represent at least 105% of the market value of the securities lent. Every day, the collateral is assessed to determine whether it provides adequate cover for the value of the financial instruments that have been lent (mark-to-market). Additional collateral is requested if it emerges that the collateral held is no longer adequate to cover the securities that have been lent. An assessment is made on a daily basis to what extent the received collateral is sufficient in relation to the margin; in addition, it is also assessed on a daily basis whether the margins are still sufficient. No other reevaluations of the collateral take place. The collateral may be executed if the securities lending agreement in question is not complied with. The collateral may be subject to a right of pledge if this is established in the agreement in question. The entire asset base of the Investment Institution is potentially available for securities lending, as long as the assets are sufficient for securities lending and the Investment Institution can meet repurchase requests at all times. Securities lending transactions may not affect the management of the Investment Institution in accordance with the investment policy. The Investment Institution may use total return equity swaps for which it charges a fee. Similarly to securities lending transactions, these swaps are used as a technique for efficient portfolio management and are used to generate extra income for the Investment Institution. The Investment Institution uses total return equity swaps to replace a physical long position with an economically identical, synthetic long position (hedged with collateral) that does not add extra exposure to the market. When swaps are used, the Investment Institution sells the stock concerned. When paid out in local currency, the proceeds of this sale are converted to American dollars (USD) or euros (EUR) and placed on bank deposit or reinvested on a one-day basis. At the same time, the Investment Institution enters a total return equity swap (at the same price as the physical sale) with a selected broker in accordance with an ISDA contract between the parties. The swap is set up in such a way as to reflect the movements of the underlying stock and any forex fluctuations in the local currency relative to the USD or EUR. Moreover, the swap is reviewed at least once a month and the parties' exposure is hedged with collateral throughout the month. The broker shall not possess any discretionary investment authority relating to the underlying stock. The swap may be terminated at either party's discretion. After termination of the swap, the Investment Institution replaces the synthetic position with a physical position using the proceeds obtained from the original sale of the physical position and the development of the collateral. RIAM is the Investment Institution's designated broker for swaps. As the total return equity swap is identical in economic terms to a physical securities lending transaction, the fee income is shared in the same way between RIAM and the Investment Institution as for securities lending (30% of the gross income for the Manager, and the Investment Institution receives 70%; see 'Lending of financial instruments' in the section entitled 'Costs and fees'). Voting policy The Manager aspires to exercise its voting right on shares held by the Investment Institution throughout the world. The Manager does this because it is convinced that good corporate governance in the longer term is beneficial to shareholder value. Robeco bases its voting policy on the internationally accepted principles of the International Corporate Governance Network (ICGN). These principles form a broad framework for the assessment of companies' corporate governance. They provide enough scope for companies to be assessed on the basis of local standards, national legislation and codes of conduct for corporate governance. Circumstances specific to individual companies are also taken into account, as is the management's explanation of the company's policies. If the shares of an investment position have been lent out, the voting rights attached to those shares may not be exercised during general meetings of shareholders. If an important event were to occur, the shares that have been lent out may be 10 July / 68